As filed with the Securities and Exchange Commission on April 28, 2000
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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CHENIERE ENERGY, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1382 95-4352386
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation) Classification Code Number) Identification No.)
Two Allen Center
1200 Smith Street, Suite 1740
Houston, Texas 77002-4312
(713) 659-1361
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
CHENIERE ENERGY, INC.
1997 STOCK OPTION PLAN
(Full Title of the Plan)
-------------------------
Don A. Turkleson
Chief Financial Officer
Cheniere Energy, Inc.
Two Allen Center
1200 Smith Street, Suite 1740
Houston, Texas 77002-4312
(713) 659-1361
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
Copy to:
John B. Clutterbuck
Mayor, Day, Caldwell & Keeton, L.L.P.
700 Louisiana, Suite 1900
Houston, Texas 77002-2778
(713) 225-7000
-------------------------
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT
OF SECURITIES TO BE REGISTERED TO BE OFFERING PRICE AGGREGATE OF
REGISTERED/(1)/ PER SHARE/(1)/ OFFERING PRICE/(1)/ REGISTRATION FEE
=============================================================================================================
Common Price, par value 1,000,000 shares $0.563 $563,000 $148.63
$.003 per share
=============================================================================================================
/(1)/ Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
amended.
INCORPORATION OF CONTENTS OF EARLIER REGISTRATION STATEMENT BY REFERENCE
The contents of earlier registration statement, file number 333-52479, are
incorporated by reference and made a part hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 28th day of April,
2000.
CHENIERE ENERGY, INC.
By: /s/ MICHAEL L. HARVEY
---------------------
Name: Michael L. Harvey
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated, on this 28th day of April, 2000.
Name and Signature Title Date
- ------------------ ----- ----
/s/ CHARIF SOUKI Chairman of the Board April 28, 2000
- -------------------------
Charif Souki
/s/ MICHAEL L/ HARVEY President and Chief Executive Officer, April 28, 2000
- ------------------------- Director (Principal Executive Officer)
Michael L. Harvey
/s/ WALTER L. WILLIAMS Vice Chairman April 28, 2000
- ------------------------- Director
Walter L. Williams
/s/ DON A. TURKLESON Chief Financial Officer, Secretary and April 28, 2000
- ------------------------- Treasurer (Principal Financial and
Don A. Turkleson Accounting Officer)
/s/ WILLIAM D. FORSTER Director April 28, 2000
- -------------------------
William D Forster
/s/ KENNETH R. PEAK Director April 28, 2000
- -------------------------
Kenneth R. Peak
/s/ CHARLES M. REIMER Director
- ------------------------- April 28, 2000
Charles M. Reimer
2
EXHIBIT INDEX
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION AND LOCATION PAGES*
- ----------- -------------------------- --------
*4(a)(1) Amended and Restated Certificate of Incorporation of Cheniere
Energy, Inc. ("Cheniere") (Exhibit 3.1 of Cheniere's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1999; File No.
000-09092).
*4(a)(2) Certificate of Amendment to the Amended and Restated Certificate
of Incorporation of Cheniere (Exhibit 3.2 of Cheniere's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1999; File No.
000-09092).
*4(b) By-laws of Cheniere as amended through April 7, 1997 (Exhibit 3.2
of Cheniere's Annual Report on Form 10-K for the year ended
December 31, 1998; File No. 000-09092).
*4(c) Specimen Common Stock Certificate (Exhibit 4.1 to Cheniere's
Registration Statement on Form S-1 dated August 27, 1996; File
No. 333-10905).
*4(d) 1997 Stock Option Plan (Exhibit 10.25 to Cheniere's Quarterly
Report on Form 10-Q for the quarterly period ended November 30,
1997; File No. 000-09092).
*4(e) Cheniere Energy, Inc. 1997 Stock Option Plan, Amendment No. 1
Increasing Number of Shares Subject to Plan (Exhibit 10.27 to
Cheniere's Annual Report on Form 10-K for the year ended December
31, 1999; File No. 000-09092).
5 Opinion of Mayor, Day, Caldwell & Keeton, L.L.P.
23(a) Consent of Mayor, Day, Caldwell & Keeton, L.L.P. (included in
Exhibit 5).
23(b) Consent of PricewaterhouseCoopers LLP
____________________________
* Incorporated by reference as indicated.